Common use of MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER Clause in Contracts

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement or debt consolidation), is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Loans) and the Issuer, is willing to service the Home Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement in form and substance reasonably satisfactory to the Indenture Trustee and the Issuer, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further that each Rating Agency's rating of the Securities in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment or delegation shall not cause the Owner Trust to be treated as a corporation for federal or state income tax purposes.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Xxxxxx Mae or debt consolidation)Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion) and the Bond Insurer, is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further provided, further, that each Rating Agency's ’s rating of the Securities Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be maybe merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The ; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fannie Mae or debt consolidation)Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further provided, further, that each Rating Agency's rating of the Securities Class A Bonds, the Class M Bonds or the Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Master Servicing Agreement; provided provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaningon behalf of Xxxxxx Mae or Xxxxxxx Mac, mortgage loans used for home improvement or debt consolidation)shall have a net worth of not less than $10,000,000, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerDepositor, is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Depositor an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerDepositor, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Master Servicing Agreement; provided further provided, further, that each Rating Agency's ’s rating of the Securities applicable Notes in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), Agency addressed and provided further that the Owner Trustee receives an Opinion of Counsel delivered to the effect that such assignment Indenture Trustee) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The ; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fannie Mae or debt consolidation)Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Class 1-A-1, Class 1-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 2-A-1, Class 2-M-1, Class 2-M-2 and Class 2-B-1 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The ; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fannie Mae or debt consolidation)Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Class A-1, Class A-2, Class A-3, Class M-1, Class M-0, Xxxxx X-0, Class M-4 and Class M-5 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Xxxxxx Mae or debt consolidation)Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion) and the Bond Insurer, is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further provided, further, that each Rating Agency's rating of the Securities Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade without taking into account the Bond Insurance Policy.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Xxxxxx Mae or debt consolidation)Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion) and the Bond Insurer, is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Class 1-A-1 Bonds and Class 2-A-1 Bonds without regard to the Bond Insurance Policy or the Class 3-A-1, Class 3-A-IO, Class 3-M-1, Class 3-M-2, Class 1-B-1 and Class 3-B-1 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Xxxxxx Mae or debt consolidation)Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further provided, further, that each Rating Agency's Agency(s rating of the Securities Class 1-A-1, Class 1-A-2, Class I-A-IO, Class 2-A-1, Class 2-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 2-M-1, Class 2-M-2, Class 1-B and Class 2-B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be maybe merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The ; provided, however, that the successor or surviving Person to the Master Servicer may shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Xxsxxx Serxxxxx xay assign its rights and delegate its duties and obligations under this Servicing Agreement; provided provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fannie Mae or debt consolidation)Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further provided, further, that each Rating Agency's rating of the Securities Class A-1, Class A-IO or Class M Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The ; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fannie Mae or debt consolidation)Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further provided, further, that each Rating Agency's rating of the Securities Class 1-A-1, Class 1-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 2-A-1, Class 2-M-1, Class 2-M-2 and Class 2-B-1 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The ; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fannie Mae or debt consolidation)Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Grantor Trust Certificates and Class 1-A, Class 2-A, Class 3-A, Class 3-M-1, Class 3-M-2 and Class 3-B-1 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement or debt consolidation), is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Loans) ), the Issuer and the IssuerCredit Enhancer, is willing to service the Home Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement agreement, in form and substance reasonably satisfactory to the Credit Enhancer, the Indenture Trustee and the Issuer, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further that each Rating Agency's rating of the Securities in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), if determined without regard to the Credit Enhancement Instrument; and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment or delegation shall not cause the Owner Trust to be treated as a corporation for federal or state income tax purposes.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fxxxxx Mxx or Fxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Master Servicing Agreement; provided provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaningon behalf of Fxxxxx Mae or Fxxxxxx Mac, mortgage loans used for home improvement or debt consolidation)shall have a net worth of not less than $10,000,000, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerDepositor, is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Depositor an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerDepositor, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Master Servicing Agreement; provided further provided, further, that each Rating Agency's ’s rating of the applicable Securities in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), Agency addressed and provided further that the Owner Trustee receives an Opinion of Counsel delivered to the effect that such assignment Indenture Trustee) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Xxxxxx Mae or debt consolidation)Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion) and the Bond Insurer, is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further provided, FURTHER, that each Rating Agency's rating of the Securities Class 1-A-1 Bonds and the Class 1-A-2 Bonds without regard to the Bond Insurance Policy or the Class 2-A-1, Class 2-A-2, Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 2-M-4, Class 2-M-5, Class 2-M-6, and Class 2-B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Xxxxxx Mae or debt consolidation)Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion) and the Bond Insurer, is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further provided, further, that each Rating Agency's ’s rating of each of the Securities Class 1-A Bonds without regard to the Bond Insurance Policy or the Class 2-A-1, Class 2-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 2-M-1, Class 2-M-2, Class 1-B-1, Class 1-B-2, Class 2-B-1 and Class 2-B-2 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Xxxxxx Mae or debt consolidation)Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Class A Bonds or the Class M Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Xxxxxx Mae or debt consolidation)Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 2-A, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 2-M-1, Class 2-M-2 and Class 2-B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The ; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fannie Mae or debt consolidation)Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Class A Bonds or the Class M Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Xxxxxx Mae or debt consolidation)Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. The Master Servicer may assign its rights and delegate xxx xixxxs anx xxxxxate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fannie Mae or debt consolidation)Freddie Mac, is reasonably satisfactory to the Indenture Indxxxxxx Trustee (as pledgee xx xxedgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Class 2-A Bonds without regard to the Bond Insurance Policy, the Grantor Trust Certificates or the Class 1-A-1 Bonds or Class 1-A-2 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The ; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fannie Mae or debt consolidation)Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Xxxxxx Mae or debt consolidation)Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further provided, further, that each Rating Agency's rating of the Securities applicable Notes in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The ; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Master Sxxxxxxx may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fannie Mae or debt consolidation)Freddie Mac, is reasonably satisfactory to reasoxxxxx satisfacxxxx xx the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be maybe consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Xxxxxx Mae or debt consolidation)Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fxxxxx Mxx or Fxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fxxxxx Mae or debt consolidation)Fxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Grantor Trust Certificates and Class 1-A, Class 2-A, Class 3-A, Class 3-M-1, Class 3-M-2 and Class 3-B-1 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fxxxxx Mxx or Fxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fxxxxx Mae or debt consolidation)Fxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Class 1-A-1, Class 1-A-2, Class I-A-IO, Class 2-A-1, Class 2-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 2-M-1, Class 2-M-2, Class 1-B and Class 2-B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fxxxxx Mxx or Freddie Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fxxxxx Mxx or debt consolidation)Freddie Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further provided, further, that each Rating Agency's ’s rating of the Securities Class 1-A, Class 1-AM, Class 1-A-IO, Class 2-A, Class 2-AM, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6, Class 1-M-7, Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 1-B and Class 2-B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The ; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Mxxxer Sxxxxxxx may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fannie Mae or debt consolidation)Freddie Mac, is reasonably satisfactory to reasoxxxxx satisfacxxxx xx the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Class A-1, Class A-2, Class M-1, Class M-0, Xxxxx X-0 xnd Class M-4 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Xxxxxx Mae or debt consolidation)Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion) and the Bond Insurer, is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further provided, FURTHER, that each Rating Agency's rating of the Securities Class A-3 Bonds without regard to the Bond Insurance Policy or the Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation Person (a) into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting (b) which may result from any merger, conversion merger or consolidation to which the Master Servicer shall be a party, party or any corporation succeeding (c) which may succeed to the business properties and assets of the Master ServicerServicer substantially as a whole, shall be the successor of to the Master Servicer, hereunder, Servicer without the execution or filing of any paper document or any further act on the part of by any of the parties hereto, anything herein to the contrary notwithstanding. The Master Servicer may assign its rights Transfer and delegate its duties and obligations under this Servicing Agreement; provided provided, however, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement or debt consolidation), is reasonably satisfactory to the Indenture Trustee (as pledgee Master Servicer hereby covenants that it will not consummate any of the Home Loansforegoing transactions except upon satisfaction of the following: (i) and the Issuersurviving Master Servicer if other than Crestar Bank or a Crestar Subsidiary or Crestar Financial Corporation, is willing to service the Home Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement in form and substance reasonably satisfactory of assumption to the Indenture Trustee and the Issuer, which contains an assumption by such Person perform every obligation of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this the Transfer and Servicing Agreement; provided further that each Rating Agency's rating of the Securities in , (ii) immediately after giving effect immediately prior to such assignment transaction, no Master Servicer Default shall have occurred and delegation will not be qualifiedcontinuing, reduced(iii) the Master Servicer, if other than Crestar Bank or withdrawn as a result of such assignment Crestar Subsidiary or Crestar Financial Corporation shall have delivered to the Eligible Lender Trustee and delegation (as evidenced by a letter to such effect from each Rating Agency), the Indenture Trustee an Officer's Certificate and provided further that the Owner Trustee receives an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in the Transfer and Servicing Agreement relating to such transaction have been complied with, (iv) such transaction will not result in a material adverse federal or applicable state tax consequence to the effect that such assignment Issuer relating to its tax classification, or delegation shall not cause to the Owner Trust to be treated Noteholders of any Series, considered as a corporation for federal whole, relating to a change in the characterization of the Notes of such Series and (v) unless "Crestar Bank" is the name of the surviving entity, the Master Servicer shall have delivered to the Eligible Lender Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Eligible Lender Trustee and Indenture Trustee, respectively, in the Financed Student Loans, or state income tax purposes.(B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Nothing in the Transfer and Servicing Agreement or any other Basic Document shall be deemed to restrict or prohibit, and no consent of Noteholders or Certificateholders of any Series, supplemental agreement, Officer's Certificate (except to the extent provided in clause (3) below of this Section 8.5)

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The ; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fannie Mae or debt consolidation)Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion), is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities applicable Notes in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The ; PROVIDED, HOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Mxxxer Sxxxxxxx may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fannie Mae or debt consolidation)Freddie Mac, is reasonably satisfactory to reasoxxxxx satisfacxxxx xx the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the Issuer, Company (in its sole discretion) is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further PROVIDED, FURTHER, that each Rating Agency's rating of the Securities Notes in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fxxxxx Mxx or Freddie Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans similar to those in the Trust Estate (meaning, mortgage loans used for home improvement on behalf of Fxxxxx Mxx or debt consolidation)Freddie Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Home Mortgage Loans) and the IssuerCompany (in its sole discretion) and the Bond Insurer, is willing to service the Home Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the IssuerCompany, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided further provided, further, that each Rating Agency's ’s rating of each of the Securities Class A Bonds without regard to the Bond Insurance Policy or the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency), and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment ) or delegation shall not cause the Owner Trust considered to be treated as a corporation for federal or state income tax purposesbelow investment grade.